HomeMy WebLinkAboutJMI Mechanical Services/CPD JMI Mechanical Services RECEIVED DEC 0 3 2009 Co7tiC f( O C
Police Department 2009 APPROVED,
Appropriation #1110-515.01; P.O. #21264
Contract Not To Exceed $7,848.00 F®` BY:
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES "Agreement is hereby entered into by
and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety "City and
JMI Mechanical Services, Inc., an entity duly authorized to do business in the State of Indiana "Vendor").
TERMS AND CONDITIONS
1, ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of
same constitutes its acceptance of all of the Agreement's terms and conditions.
2. PERFORMANCE:
City agrees to purchase the goods and /or services (the "Goods and Services from Vendor using City
budget appropriation number 1110 515 -01 funds. Vendor agrees to provide the Goods and Services and to
otherwise perform the requirements of this Agreement by applying at all times the highest technical and
industry standards.
3. PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder
shall be no more than Seven Thousand Eight Hundred Forty Eight Dollars ($7,848.00) (the
"Estimate Vendor shall submit an invoice to City no more than once every thirty (30) days detailing
the Goods and Services provided to City within such time period. City shall pay Vendor for such
Goods and Services within sixty (60) days after the date of City's receipt of Vendor's invoice detailing
same, so long as and to the extent such Goods and Services are not disputed, are in accordance
with the specifications set forth in Exhibit A, are submitted on an invoice that contains the information
contained on attached Exhibit B, and Vendor has otherwise performed and satisfied all the terms
and conditions of this Agreement.
3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the
Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has
previously agreed, in writing, to pay an amount in excess thereof.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to those
certain specifications, descriptions and /or quotations regarding same as were provided to Vendor by City
and /or by Vendor to and accepted by City, all of which documents are incorporated herein by reference, and
that the Goods and Services will be delivered in a timely, good and workmanlike manner and free from
defect. Vendor acknowledges that it knows of City's intended use and expressly warrants that the Goods
and Services provided to City pursuant to this Agreement have been selected by Vendor based upon City's
stated use and are fit and sufficient for their particular purpose.
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JMI Mechanical Services
Police Department 2009
Appropriation #1110- 515.01; P.O. #21264
Contract Not To Exceed $7,848.00
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same "Effective
Date and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of
the essence of this Agreement.
6. DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of
all chemicals, materials, substances and items used in or during the provision of the Goods and Services
provided hereunder, including the quantity, quality and concentration thereof and any other information
relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to
furnish to City sufficient written warning and notice (including appropriate labels on containers and packing)
of any hazardous material utilized in or that is a part of the Goods and Services.
7. LIENS:
Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is
filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding,
City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense.
8. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as specified herein;
(c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does
not correct such failure or breach within five (5) business days (or such shorter period of time as is
commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or
breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of
creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to
(1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights
and remedies available to City at law and /or in equity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer
licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and
Vendor from all claims for damages under any workers' compensation, occupational disease and /or
unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness,
disease or death of or to any of Vendor's agents, officers, employees, contractors and subcontractors; and,
for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom.
The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall
cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide
City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be
canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and
against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney
fees) for injury, death and /or damages to any person or property arising from or in connection with Vendor's
provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property.
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JMI Mechanical Services
Police Department 2009
Appropriation #1110 515.01; P.O. #21264
Contract Not To Exceed $7,848.00
Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and
employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney
fees, and other expenses, caused by any act or omission of Vendor and /or of any of Vendor's agents,
officers, employees, contractors or subcontractors in the performance of this Agreement. These
indemnification obligations shall survive the termination of this Agreement.
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant
provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless
City from any loss, damage and /or liability resulting from any such violation of such laws, orders, rules,
regulations and codes. This indemnification obligation shall survive the termination of this Agreement.
11. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting
discrimination against any employee, applicant for employment or other person in the provision of any Goods
and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of
employment and any other matter related to their employment or subcontracting, because of race, religion,
color, sex, handicap, national origin, ancestry, age, disabled veteran status and /or Vietnam era veteran
status.
12. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement shall not
affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any
party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the
same or any other provision hereof.
13. NON- ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not
delegate its obligations under this Agreement without City's prior written consent.
14. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any
of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price
set forth herein shall be the full and maximum compensation and monies required of City to be paid to
Vendor under or pursuant to this Agreement.
15. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana,
except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they
waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County,
Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same.
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JMI Mechanical Services
Police Department 2009
Appropriation #1110- 515.01; P.O. #21264
Contract Not To Exceed $7,848.00
16. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive
order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to
comply with same, and the remaining provisions of this Agreement shall remain in full force and effect.
17. NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage
prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified
herein:
If to City: City of Carmel
One Civic Square
Carmel, Indiana 46032
ATTN: Michael Fogarty, Chief of Police
AND
Douglas C. Haney, City Attorney,
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor: JMI Mechanical Services, Inc.
5610 Dividend Road
Indianapolis, Indiana
Telephone: 317- 243 -7180
E -Mail: www,JMIMECHANICAL.COM
ATTENTION: bavrc4 Bc r-
Notwithstanding the above, notice of termination under paragraph 18 hereinbelow shall be effective if given
orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from
the date of such oral notice.
18. TERMINATION:
18,1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to
Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by
Vendor and /or if sufficient funds are not appropriated or encumbered to pay for the Goods and
Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to
receive only payment for the undisputed invoice amount representing conforming Goods and
Services delivered as of the date of termination, except that such payment amount shall not exceed
the Estimate amount in effect at the time of termination, unless the parties have previously agreed in
writing to a greater amount,
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JMI Mechanical Services
Police Department 2009
Appropriation #1110 515.01; P.O. #21264
Contract Not To Exceed $7,848.00
18.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the
event of such termination, Vendor shall be entitled to receive only payment for the undisputed
invoice amount of conforming Goods and Services delivered as of the date of termination, except
that such payment amount shall not exceed the Estimate amount in effect at the time of termination,
unless the parties have previously agreed in writing to a greater amount.
19. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement have the authority to bind the party which they represent.
20. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods
and services to City. When City desires additional goods and services from Vendor, the City shall notify
Vendor of such additional goods and services desired, as well as the time frame in which same are to be
provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional
goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in
writing, to provide such additional goods and services, shall such goods and services be provided by Vendor
to City. A copy of the City's authorization documents for the purchase of additional goods and services shall
be numbered and attached hereto in the order in which they are approved by City.
21. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 18
hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2009, and
shall, on the first day of each January thereafter, automatically renew for a period of one (1) calendar year,
unless otherwise agreed by the parties hereto.
22. HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
23. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations
set forth in Agreement.
24. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
25. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
freely, voluntarily, and without any duress, undue influence or coercion.
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JMI Mechanical Services
Police Department 2009
Appropriation #1110- 515.01; P.O. #21264
Contract Not To Exceed $7,848.00
26. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral
or written representations and agreements regarding same. Notwithstanding any other term or condition set
forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condition
contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail.
This Agreement may only be modified by written amendment executed by both parties hereto, or their
successors in interest.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA JMI MECHANICAL SERVICES, INC.
by and through its Board of Public
Works and Safety
By: By:
ames Brainard, Presiding Offic- 136 Authorized Signature
Date: /2— 6
iC��0.i t E. oh NS0h1
Printed Name
Mary Anniurk jembp
Date: S� NA"
Title
Lori S. Wats. ember FIDiTIN: 3
Date: L o
SSN if Sole Proprietor:
ATTEST:
Date: la`y tol
p na Cordray, IAMC.,.2 erk- Treasurer
Date:
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CITY OF CARMEL POLICE DEPARTMENT
HEATING AIR CONDITIONING
MAINTENANCE SERVICE AGREEMENT
in consideration of the sum of $1962.00 payable quarterly upon presentation of invoice. we agree to provide the
following maintenance for your heating, ventilating, and air conditioning equipment located at 3 Civic Square
Carmel, iN 46032 from January 1, 2010 and renewing annually at a 3% price escalation up to three years in
accordance with the provisions set forth herein, including the conditions on page three of this contract which are
made a part hereof:
Equipment covered under this contract is listed on the attached Schedule of Maintained Equipment, Page Two.
1. Perform a quarterly inspection to include the following:
a. Necessary adjustments for efficient operation.
b. Oil or grease all bearings, including motors, fan and dampers.
c. Visual inspection for Teaks that may have occurred on equipment or piping.
d. Inspect all controls and contact points within the covered equipment.
e. Check refrigerant charge.
f. Check condition of drain screens and pans.
g. Provide and replace high efficiency filters on MAU's.
h. Inspect and adjust valves, controls and damper settings and time clock settings per design function.
i. inspect water- cooled condenser and evaporator coils and recommend cleaning as required for maximum
efficiency and safety.
j. Check belt /sheave adjustment, alignment and condition.
k. Change make -up air unit(s) belts one time a year.
1. Report on general condition of units including cabinets, unusual noise or vibrations.
in. Instruct personnel responsible for the operation of the equipment.
n. Submit work recommended reports and energy saving recommendations as applicable.
2. All additional service calls, parts, and material will be charged for at the current billing rate. We provide a 4
hour emergency service guarantee for your convenience and reassurance.
J.M.I. MECHANICAL SERVICES, INC'.
Purchaser
By: M i fi(
3
Address
By: Date: /021.109
Date: Contract SC- 091001
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P.M. Equipment Schedule City Of Carmel Police Department
Equipment Frequency
1) (1) Brasch Electric Boiler Three Times
2) (2) Modine Unit Heater Annual
3) (1) Q -Mark Cabinet Heater Annual
4) (2) Envirotech Make -up Air Unit Quarterly
5) (2) B &G Loop Pump Three Times
6) (1) Circ. Pump Annual
7) (2) Evapco Cooling Tower Three times
8) (39) Enercon Water Source Heat Pump Three Times
9) (9) Exhaust Fan Annual
10) (2) Copeland Water Cooled Condenser Three Times
Filters to Be Provided and Changed Quarterly on Make -Up Air Units (2)
e Belts to Be Provided and Changed one time a year on Make -Up Air Units (2)
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Page Three
Conditions of This Service Contract
I. Failure to make payments when due, or impairment of owner's credit shall relieve the .I.M.I. Mechanical Services.. Inc. of the obligation of further
performing this contract: however. this does not relieve the owner of their obligation to make all outstanding payments due to the J.M.I. Mechanical
Services, inc., whether previously invoiced or not. If it becomes necessary for the .I.M.I. Mechanical Services, Inc. to engage the services of
attorneys or collection agencies in order to collect the payments due from the owner, the owners obligation will be increased to cover such
reasonable fees.
2. This contract provides for the service and maintenance of the equipment specified herein. Not all equipment will he serviced on each scheduled
maintenance inspection. No responsibility is assumed for servicing or maintaining portions of the equipment to which modifications, alterations, or
additions are made unless the owner has reported such changes in writing to the .I.M.I. Mechanical Services, Inc. and the J.M.I. Mechanical
Services, Inc. acknowledges and accepts the same in writing. This contract does not include any labor, material, replacement parts. or refrigerant
involved in the repair of the system or any part thereof. In the event of conditions necessitating repairs, replacement of parts. or refrigerant, the
owner will be advised of the conditions existing and the approximate cost of correction. No expense will he incurred by the owner under these
conditions without the approval of the owner or owner's agent.
3. It is understood that the J.M.I. Mechanical Services, Inc. will use ordinary care in performing the above service, but shall not be liable for failure to
discover conditions necessitating repairs or replacements, nor shall any inspection be construed as an approval or guarantee of the condition of the
equipment. in no event shall the owner make any claim for consequential damages.
4. This contract does not cover damages resulting from any failures which may occur in the electrical service or fuel supply in the building or in either
water supply or drain systems, or damages resulting from Acts of God or any other cause beyond the .I.M.I. Mechanical Services, Inc.'s control.
5. This contract, its price and performance, are all subject to delays or inability to perform caused by or resulting from scarcity of labor or materials,
strikes, either on the work done on this contract or any other work affecting the same directly or indirectly, lockouts, accidents, fire, flood.
breakdowns, war, riot, rebellion, lack of material, delays of transportation, acts of Government agency, judicial authority. Acts of God. or any other
cause beyond the J.M.I. Mechanical Services, Inc.'s control.
6. The amount of future use, sales, service, excise or other similar tax for which we shall be liable in connection with this contract will be paid by the
owner in addition to the contract price under separate invoice.
7. We shall not be required to furnish any items of equipment as may be recommended or required by insurance companies. Government. State.
Municipal, or other authorities unless a purchase order is issued by the owner and accepted by the .I.M.I. Mechanical Services, Inc.
8. This contract covers the complete understanding between the parties and shall become a valid contract only when accepted by the Purchaser and
also approved by an officer of the J.M.I. Mechanical Services, Inc. No verbal representations shall be binding on either party. If the purchaser has
not signed this contract within thirty days, it may be withdrawn by the ,I.M.I. Mechanical Services, Inc.
9. We reserve the right to adjust the price of this contract in the event of union labor increases. The increase will be proportional to the actual labor
and union assessment increase.
10. This contract is subject to price revision or cancellation on any anniversary date by written notice of either party at least sixty days prior to such
effective date.
11. Newly installed equipment and /or replacement parts covered by manufacturers warranty will be labor warranted for a period of thirty (30) days.
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